Spider-Man Begins
by spentlizard
Summary: What if Christopher Nolan had been hired to direct Spider-Man rather than Batman? Here's what I believe would've happened if that were the case. After his parents, aunt, and uncle are murdered, Peter Parker seeks the means to fight injustice. With the aid of friend Curt Connors, detective George Stacy, and ally Alastair Smythe, Peter unleashes his alter-ego on New York: Spider-Man.
1. More Than Just a Man

"MJ, let me see!" Peter called out as he was running across the grounds of the Osborn Manor. While he was running, he saw that Mary Jane had run into the greenhouse. When he got inside, Peter believed she had disappeared until he saw the familiar redhead hiding beneath the table containing many potted plants. Crouching down, he said "Please let me see."

"Finder's keepers, and _I _found it." Mary Jane teased.

"Yeah, in _Harry's _garden." Peter retorted. "I just want to tell him what it is, that's all."

Sighing, MJ said "Alright," and she opened up her hand to reveal a Native American arrowhead, most likely made out of flint.

Acting quickly, Peter snatched the arrowhead out of her hands and ran away, shouting "Finder's keepers!"

"Hey! Get back here!" Mary Jane called out, but by then Peter had hidden himself behind a bush with his knees on top of a nailed-up well.

"Peter?" MJ asked, wondering where he could've gone to. As Peter peaked over the bush to keep track of where she was, he felt the wood beneath his legs begin to buckle, and it gave out from under him.

"AAAHH!" Peter screamed as he fell down the well. When he hit the bottom, he heard a painful cracking noise as his left elbow came in contact with the ground. As he tried to get up, he found that when he tried to move his left arm, it was extremely painful, so he assumed that it was broken. He also saw that his glasses were broken and askew, as well as his clothes covered with musty old spider webs.

MJ heard the commotion and came rushing to the side of the well, calling down, with worry, "Peter? Peter, are you alright?"

"I-I'm fine MJ. Can you go get some help?" Peter asked.

"Sure, right away," she said, and she began rushing towards the Manor, shouting "Aunt Anna! Mr. Parker! Mr. Osborn! Someone help!"

When the sounds of her voice faded away, the injured 8-year-old looked to the side of the pit and saw a black cave leading to God knows where. In no time at all, he heard the sounds of someone, or _something_, rustling in the darkness. Terrified, Peter was wishing that Mary Jane would come back soon with his father or someone who would help, but the moment just wasn't coming quick enough.

Suddenly, hundreds of thousands of spiders crawled out quickly from the cave and started to swarm Peter. He tried to shoo them away with his working arm, but it proved to no avail as the arachnids crawled all over his body and started biting him everywhere. Peter let out a scream of terror each time the fangs penetrated his skin, causing him immense pain all over, and he felt like he was going to die.

* * *

><p>Peter's eyes shot wide open as he woke up, taking in the fact that his mind was no longer in the past, but terrified all the same. As he sat up on his uncomfortable bed, he looked around his cell and saw another one of the prisoners awake as well.<p>

"Did you have dream?" the old man asked, one of the few Bhutanese men at the prison who could speak proper English, if any. This was the only person that Peter could call "friend" at this place, but he never learned his name.

"Nightmare," Peter uttered, his voice hoarse and deep. As he swung his legs over to the floor and rubbed his face and beard, the old man asked "Worse than this place?"

Looking over to one of the other prisoners, a large, scowling man with grudge against him for whatever reason, Peter said "I don't even know anymore."

As the guards pulled them out of their cells so they could receive their morning meal, Peter saw the other prisoners that were either eating or working, along with the guards that were armed to the teeth and ready to gun down anyone who resisted authority.

When the prisoners got in line for their meal, Peter saw the large man staring him down, and the old man said from behind "They are going to fight you."

"Again?" Peter whined, grabbing a small bowl.

"Until they kill you." the old man warned.

As he grabbed a ladle from the pot of stew and started pouring the watery liquid and raw cabbage into his bowl, Peter sarcastically asked "Can they kill me _before _breakfast?"

Suddenly, a hand slapped the bowl from Peter's grip, causing it to spill on the ground, and he looked to see that the large man was the one who did it. Giving him a nasty glare followed by a wicked smile, he said "You are in hell, little man."

The large man then punched him in the jaw, sending his upper body onto the serving counter. Pulling Peter back by his hair, he looked him in the eyes and said "And I am the devil."

He punched him again, sending him towards the ground. Peter placed his hands out in front of him to break his fall, and when he got back up, he looked the large man in the eyes and said "You're not the devil. You're practice."

The large man took a swing at him, but Peter ducked and delivered a blow to the jaw, followed by a head-butt that knocked him to the ground, cold.

As Peter stood victorious, some of the men that stood in from of the large man looked at him and began to engage him. One of them threw his arm out, but Peter grabbed it and threw him against the serving table. The others got behind him and were pulling at his shoulders, causing him to lose his grip on the one man and himself thrown against the table. While they were beating down on him, Peter swung his legs up and pushed at the side of the counter to force the men back, sending them and himself flying through a metal fence that kept the others in line. As they rolled down the short but muddy hill, Peter regained his balance and started to drag one of his attackers through the mud until another man punched him in the face. After he punched a second time, he tried to kick him, but Peter grabbed his leg and threw it against his kneecap, causing it to snap. Another man grabbed him from behind, but Peter grabbed hold of his arm and threw him over his shoulder and onto the ground on top of the other man who's leg he just broke. Two more men tried going at him from either side, but Peter reacted quickly by punching them both at the same time in the face. Another man attempted to kick him, but he simply caught his leg and twisted it. Yet another man tried charging at him, but Peter picked him up and threw him over his head. When one of the men looked like he was going to get up again, Peter kicked him in the groin, causing him immense pain. The last man tackled him from behind and shoved his face into the mud, whereupon Peter got up and started to beat down on the man who tackled him.

Suddenly, gunshots rang out as two guards came rushing to the scene while another fired his rifle into the air. The guards grabbed onto Peter's arms as they started to drag him away.

"Where are you taking me?" Peter demanded.

The guard with the rifle said "Solitary!"

"Why?" he asked.

"For protection!" the guard said.

Peter felt disgusted at his remark. "I don't need protection!"

"Protection for them!" the guard told him, noting the men that were lying in the mud.

* * *

><p>"Get in!" the guard shouted as he threw a muddy Peter into the isolation room and onto the floor, whereupon he locked the metal door. When he got up, he started walking over to the only stool in the room when he heard a voice behind him say "Are you so desperate to fight criminals that you lock yourself in to take them on one at a time?"<p>

Peter saw a Caucasian man standing in the shadowy corner of the room, wearing a dark grey suit, blue shirt, and red tie. What was unusual was that his hair was remarkably silver, not grey, and that he was rather young to sport this, around his mid forties or so. In response to his question, Peter said "Actually, there were, uh, seven of them."

As Peter turned back to his stool, the man said "I counted six, Mr. Parker."

When he said this, Peter turned to face the man after he had emerged from the shadows and he had sat down. He asked, in surprise, "How do you know my name?"

"The world is too small for someone like Peter Parker to disappear, no matter how deep he chooses to sink." the man said, walking towards Peter.

"Who are you?" Peter asked.

"My name is merely Frederick Foswell, but I speak for Silvio Manfredi, otherwise known as 'Silvermane,' a man greatly feared by the criminal underworld. A man who can offer you a path." Foswell said.

"What makes you think I need a path?" Peter asked, throwing his muddy hand-rags on the floor.

"Someone like you is only here by choice." Foswell said. "You have been exploring the criminal fraternity, but whatever your original intentions, you have become truly lost."

Peter scoffed, then asked "And what path can 'Silvermane' offer?"

"The path of a man who shares his hatred of evil, and wishes to serve true justice." Foswell said. "The path of the League of Darkness."

Peter chuckled this time, then answered "You're vigilantes."

"No, no, no. A vigilante is just a man lost in the scramble for his own gratification. He can be destroyed, or locked up." Foswell responded, noting the prison walls around them. Then, he crouched down so he could meet eye-to-eye with Peter, and said "But, if you make yourself more than just a man, if you devote yourself to an ideal, and if they can't stop you, then you become something else entirely."

Peter was now fully listening to what Foswell was saying, and he asked "Which is?"

"A legend, Mr. Parker." Foswell said, followed by a moment of silence. When he finally stood up and started walking towards the door, he said "Tomorrow, you will be released. If you are bored of brawling with petty thieves and want to achieve something, there is a rare blue flower that grows on the eastern slopes. Pick one of these flowers. If you can carry it to the top of the mountain, you may find what you were looking for in the first place."

"And what was I looking for?" Peter asked as one of the guards opened the door.

Foswell turned to face him, and he said "Only you can know that."

With that, Foswell left the isolation room, and the door was locked behind him.


	2. What Do You Fear?

"Ugh!" Peter grunted as he was tossed out of the back of the prison truck and onto the road in the countryside. As he started to get up off the ground, he looked at the truck, then to the slopes beyond. After he picked up his rucksack off of the ground, he began his long trek to find the blue flower that Foswell had spoken of.

After about half a mile, Peter made his way to the top of the slope and saw a large group of long poles decorated with ancient flags, along with the flowers that he needed. Picking one up off the ground, Peter noted the simplistic beauty of such a plant before looking up to see a temple on the mountain's peak.

For several hours, Peter made the climb upward, draining much of his energy and motivation as a result. Still, he kept on going, determined to see what Foswell and Silvermane were to offer him. When he was nearing the top, Peter came across a small village, and the civilians living there ran away as soon as they saw him. He was going to ask himself why they were doing so, until he saw a young boy run past him to an older man, and he said "You turn back. You go back."

Regardless, Peter was not fazed by any means, so he continued his journey to the top. As the time passed on, the sky became darker and the air became colder, forcing Peter to wrap his head with a makeshift balaclava. But after a while, he felt like he couldn't do it anymore. He just wanted to collapse onto the snowy mountain and rest for a long, long time. But as luck would have it, he had made it to the top of the mountain, and the temple lay in front of him.

Peter trudged his way to the front doors and banged his fist against it twice, hoping for an answer. A moment later, the doors swung open slowly, revealing a small candle-lit shrine and a small staircase leading to the main room in the monastery. As he walked up the staircase, Peter took off his balaclava and quickly came to realize that there was a man sitting in a throne-like chair at the far end of the room. Despite having the name "Silvio Manfredi," the man did not look like he was an Italian, but rather like an old Japanese man. Like Foswell, his hair was completely silver, albeit having a bald head and two drooping chin-strands. He was wearing a long, maroon cloak on his body, and a stoic demeanor on his face.

"Silvermane." Peter uttered from his mouth, panting, and then he heard the sound of doors shutting from behind. He turned around to find that a man dressed like a ninja, with a sword on his back and a rifle slung over his shoulder, had shut the doors and kept them locked with a wooden board. Peter then heard footsteps from his left and his right, so he looked both ways to find four more ninjas walking towards him, two of them with guns. He observed them with anxiety, not knowing whether or not they would kill him, until he heard a familiar voice say "Wait."

Foswell had emerged from the corner and kept the men from attacking Peter, and then Silvermane uttered something in Japanese that he couldn't understand.

"What are you seeking?" Foswell had translated for him.

Peter thought about what he was going to say next for a moment, and then he said, still panting, "I seek... the means to fight injustice. To turn fear against those who prey on the fearful."

Peter then opened his rucksack, pulled out the blue flower, and handed it to Foswell, who held it up so Silvermane could see it. He then uttered something else in Japanese, then Foswell translated again, saying "To manipulate the fears in others, you must first master your own." Pocketing the flower in his jacket, he asked "Are you ready to begin?"

Peter was still exhausted and didn't understand the purpose of this question was, so he said "I can... I can barely stand."

With a quick and sudden movement, Foswell's leg swung up and kicked Peter in the stomach, saying "Death does not _wait _for you to be ready!"

While he was lying on the ground, he kicked Peter again, saying "Death is not considerate _or _fair!"

When Peter was scrambling to his feet, Foswell said "And make no mistake, here you face _death_!" He then tried to kick him again, but Peter caught his leg at the last second and blocked the attack.

Throwing his leg to the side, Peter got himself in a fighting position, whereupon Foswell said, in noting the form he used, "Tiger."

He then thrust both of his arms forward, but Foswell blocked it with his arm. Peter took advantage of this opportunity and grabbed his wrist with both hands and tried to pin his arm behind his back, but he was able to resist and said "Jujitsu." Foswell then thrust his hand towards his spine and caused him to let go of his arm and fall to his knee, but Peter got back up and posed in a new fighting position.

"Panther." Foswell said, then Peter started thrusting his hands at his head, but he dodged the thrusts and grabbed onto his leg when he attempted to kick. However, Peter quickly turned and escaped from his grasp, and he decided to thrust his elbow against Foswell, but he blocked his attack and thrust his own elbow onto his shoulder. Peter tried swinging his other arm at him again, but Foswell caught it, twisted it to the side, and grabbed him by the throat.

"You're skilled, but this is not a dance." Foswell said, followed by heat-butting Peter and kneeing him in the stomach, causing him to fall to the floor again, but this time he did not get back up.

Foswell rolled him over onto his back and said to him "And you are afraid, but not of me." At this, Peter fell unconscious and lay motionless on the ground.

Taking the blue flower out of his jacket and placing it on the inside of Peter's coat, Foswell asked "Tell us, Mr. Parker, what do you fear?"

* * *

><p>He could still see the spiders surrounding him, even though they had all scurried off and were only in his mind now. As he lied on the ground with his arm broken, his body riddled with spider bites, and his eyes wide open, he looked upward to see someone descending down from a rope-harness attached to the tree above. As he descended downward, he could hear his father's voice calling out to him.<p>

"Peter?"

Richard Parker had reached the bottom of the well and outstretched his hand, saying "It's okay, it's okay. You'll be okay."

At the kind words of his father, Peter outstretched his unharmed arm and Richard grabbed hold of it tightly. He then looked upward and said "Alright, Curt. Pull us up now."

When they were both pulled out of the well, Richard climbed up and, while carrying Peter in his arms, noted the one-armed Dr. Curt Connors, his closest friend, with a simple "Thank you."

"No problem," Connors said, letting go of the rope that Richard had descended down with. He then asked "Do you think he'll need an ambulance, Richard?"

"No, I'll set the bone, check for infections, and take him for an x-ray later." Richard said, still holding onto Peter tightly while walking towards the Manor.

"Alright, then." Connors said. Suddenly, the Manor doors opened and Norman Osborn, chairman of Oscorp Industries, walked out and asked "Good God, what's happened here?"

"Peter just had a fall, that's all." Richard explained to his longtime friend and business-partner. "Is it alright if he receives attention here?"

"Of course." Norman replied. "Feel free to use one of the guest rooms if you like."

"Okay. Thanks, Norman." Richard replied, and Norman walked back inside.

As they neared the Manor doors, Anna Watson and her niece Mary Jane were standing by the doorway when the elder of the two said "I'm very sorry, Mr. Parker. I've told-"

Richard cut her off, saying "Don't worry. It's fine."

While the two adults were conversing, Peter outstretched his good arm to Mary Jane and he dropped something into her palm as he passed by. When MJ opened her hand, she saw that he had given her the arrowhead back.

As Richard and Connors entered the doors of the Osborn Manor, Connors said, in an attempt to lighten the spirit of his friend's son, said "Took quite a fall, didn't we, Pete?"

"That's right," Richard answered for him. "And why do we fall, Peter? So we can learn to pick ourselves back up."

Rushing down the main staircase, Richard's wife, Mary, came asking about what happened, and Richard explained "Just a little fall and some bug-bites. It's just a small fracture and some welts. Nothing serious."

As the couple walked upstairs to the guest bedroom, Connors couldn't help but feel just as concerned for Peter's well-being as Richard was. After his wife, Martha, had left him and taken their son, Billy, with her, Peter filled that void for him. Not only was he academically gifted in the arts of science like his father, but he was a genuinely kind-hearted human-being, probably one of the nicest people on the planet. If anything had happened to him, he didn't know what he'd do.

* * *

><p>Peter had been bed-ridden in the Osborn Manor for a week now. His arm had healed along with his bug bites, but he had developed arachnophobia as a result of the incident. He couldn't sleep most nights out of fear that the spiders would return, and he refused to leave the room to ensure they wouldn't come. Also, for some unexplained reason, his eyesight had improved since then, meaning he could see without needing glasses now. His parents had called it a "silver lining" to the incident, but Peter was still terrified for something like that to happen again.<p>

The door creaked open, and his father stepped in, saying "The spiders again?"

Peter weakly nodded, and Richard, sitting down on the side of the bed, said "You know why they attacked you, don't you?"

As Peter shook his head, Richard continued, saying "They were afraid."

Peter was dumbstruck, as he believed the situation proved otherwise. "Afraid of me?"

"All creatures feel fear." Richard assured him.

Peter smiled lightly as he said "Even the scary ones."

"_Especially _the scary ones." Richard added as his son chuckled. "I got something to show you."

Richard reached into his pocket and pulled out a wide jewelry case, whereupon he opened it to reveal a beautiful pearl necklace. He then asked "Do you think your mother will like it?"

Peter nodded, then Richard closed the case, put it away, and said "Then it's time to get up."

"Maybe." Peter said with a smirk. Richard was glad that he had Ben's sense of humor, but that's what made his brother a bit of a pain at times. In response, he said "Hey, no going back to bed. We're going to see a show on Broadway."

"Broadway? Really?" Peter asked, awestruck. He had never gone to see a Broadway show before.

"Yes, now get up and get some nice clothes on. We leave in a half-hour."

* * *

><p>"Did you help build this train, Dad?" Peter asked when they were aboard the Oscorp Monorail in Manhattan, speeding through the city.<p>

"New York has been suffering lately. People less fortunate than some like Mr. Osborn have been enduring very hard times. I presented this issue to him, and we decided to build a new, cheap public-transportation system to unite the city." Richard said, sitting next to his wife, wearing the pearl necklace, and across from his son on the train. He the pointed out the window and added "And near the center, Oscorp Industries."

Peter looked at the large, structurally-impressive building in amazement, and then asked "Is that where you work?"

"Yes, but most of my work is related to cancer research, so I spend most of my time at the hospitals." Richard said. "Mr. Osborn is the majority shareholder and chairman, but we leave the running of the company to much better men."

"_Better_?" Peter asked, confused.

"Well, more _interested _men." Richard added, as their train continued towards their destination.

* * *

><p>The opera was, in Peter's opinion, fantastic. The first act had been amazing, filled with spectacular music, costumes, and vocal work to boot. Now came the time for the second act, and once the lead vocalist had finished his solo, the rest of the performers came on the stage and started to climb up on ropes that had dropped from the ceiling. When they climbed up, they started to twist and turn themselves in various ways.<p>

At first, Peter thought this was quite interesting. But soon, and he didn't know what it was, the images of the spiders came back into his mind. He tried to push them out and focus on the opera, but every time he looked back to the performers, he could still see them. He could still feel their bites. He could still hear his own screams.

Terrified and not wishing to see the spiders anymore, he whispered to his father "Can we go?"

Richard turned to face him with a puzzled expression, but then he saw the boy's terrified expression as he said "Please."

Richard gave a silent nod, then lightly patted Mary on the shoulder, saying "Let's go."

Mary looked quizzical, but she complied as she, Peter, and Richard stood up to leave out the side entrance. Once they got outside into the alleyway, she asked her son "What's wrong, Peter?"

"No, no. It was me." Richard answered for Peter. "I just needed some fresh air. A little bit of opera goes a long way. Right, Pete?" he said with a wink.

Peter silently nodded, and Richard directed his wife and boy to exit the alley, followed by saying "Come on, let's go."

As they were walking towards the street, they saw a grungy-looking man with a long mustache, dirty jacket, and black hair with white spikes walking into the alley. He had his hands in his pockets, looking like he was clutching onto something very tightly in the left. When he neared the Parkers, the man made a sudden movement and pulled an object out of his pocket, the object in question being a six-shot revolver that he pointed right at Richard.

"Wallets, jewelry. Come on, fast!" the man demanded.

"That's fine," Richard responded calmly. "Take it easy, take it easy."

Peter froze in place as he looked from the man to his gun and back again, while Richard slowly pulled his wallet and didn't break eye-contact with the man for one second, saying "Here you go."

As the man outstretched his right arm to grab the wallet from him, Richard tried to give it to him, but he accidentally dropped it on the ground, making the man flinch with his gun a little bit.

"It's fine, it's fine," Richard said calmly, still not breaking contact with the man as he kneeled down to pick the wallet up. "Now, just take it and go."

The man's eyes darted over to Mary, and then to the necklace of pearls she wore around her neck. With that, he said "I said jewelry!"

As he started to direct the gun at Mary, Richard stepped in front of her and said "Hey!" But his warning came too late as the man, startled, pulled the trigger and the bullet hit his chest.

Peter watched in silent horror as his father fell to the ground, followed by his mother screaming in terror. As she fell onto her knees, still screaming, the man tried to grab at her necklace. She tried forcing his arm away, but that resulted in him pulling the necklace off in pieces and shooting her too.

Peter saw his mother fall onto the ground next to his father, and then he looked up at the man who shot them with tears in his eyes. The man looked back at him for a second, and then he turned his back and ran away from the alley.

"Peter," Richard faintly uttered. Peter turned to face his father as he said "It's okay. Don't be afraid."

With that, his eyes slowly shut themselves as his head rolled to the side. Peter looked over to his mother and saw that her eyes were closed too. Both were not moving, and that's when he realized that Richard and Mary Parker were dead.

As he cried furiously, that's when the real fear came.

* * *

><p>Peter sat in a small room of the NYPD station, his father's coat slung over his arm. He hadn't stopped crying, but at least it was silent. As reporters were flashing their cameras and police officers were trying to keep them out of the station, Peter thought continuously about what had happened in the alley, and that he felt responsible for what happened to his parents.<p>

The door opened, and a young police officer, possibly a rookie in his early twenties, stepped in and kneeled down next to Peter. Pointing at the coat in his arms, he asked him "Is this your father's?"

When he saw the boy back away slightly along with the look on his face, the officer, in an attempt to raise the spirits of Peter, gave a genuine smile and said "It's okay."

The officer then grabbed the coat from his arms, saying "Come here," and then he wrapped the coat around Peter's shoulders and said "There you go."

Peter still looked depressed, so the officer then started caressing his cheek with his thumb, saying "It's okay, it's okay."

The door opened again, and Police Commissioner Patrick Mulligan stepped in, saying "Stacy."

Both Peter and Stacy looked up at Mulligan, and Stacy knew that it was time for him to leave. After he left, Mulligan said "Hey," in a friendly voice, followed by "Good news. We got him, son."

Peter thought he should be happy about this, but no amount of happiness could bring back his parents. Nothing could take back what he did.

* * *

><p>Once the funeral had ended, all of the people, including friends, family, and coworkers, headed back to their cars and began to leave. As Peter was heading for Norman Osborn's car, accompanied by Dr. Connors, Donald Menken, vice president of Oscorp, walked up to Peter and shook his hand, saying "Your father was a great man. Don't worry, we'll be watching the empire in his stead. When you grow up, it'll be waiting for you." With that, Menken walked to his car and drove away.<p>

As Peter got inside the car, he looked out the window to see Mary Jane waving goodbye to him. In response, he waved back, but it was with no joy or enthusiasm, and he looked like a ghost.

After he buckled himself, his best friend Harry, Norman Osborn's son, who was sitting next to him, said "Hey, sorry about your mom and dad."

"It's fine," Peter said with no emotion. As the driver began to pull away, Dr. Connors said "Your Aunt May and Uncle Ben have arranged for you to move in with them tomorrow. Is that alright?"

Peter silently nodded, but he continued to stare out the window at his parents' graves, knowing that life would never be the same.

* * *

><p>Once at the Osborn Manor, Peter continuously stared out the window at nothing in particular, trying to pull the memory of his parents' deaths out of his mind, but found it impossible to do so.<p>

The door creaked open, and Dr. Connors stepped in, saying "Dinner's on the table if you want to come down."

After no response came, Connors felt heartbroken, and he turned away. "Very well."

As Connors began walking out of the room, Peter turned around and asked "Dr. Connors?"

Connors turned around and asked "Yes, Peter?"

"It was _my_ fault, Dr. Connors." Peter blurted out. "I made them leave the theater. If I hadn't gotten scared..."

"Oh no, no, no, no, no." Connors calmly objected while walking towards Peter. "It was nothing that you did."

Lifting up his chin to meet his eyes, Connors said "It was him, and him alone. Do you understand?"

Peter didn't respond, but he began to cry more now, saying "I miss them, Dr. Connors. I miss them so much."

Pulling him into an embrace, Connors said, with a few tears falling from his eyes, "So do I, Peter. So do I."


	3. Update

I will update soon. Sorry for the delay.


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